January 15, 2017

Mr. David Maggi
Alternate Designated Agency Ethics Official
U.S. Department of Commerce
1401 Constitution Avenue, N.W.
Washington, D.C. 20230
Dear Mr. Maggi:
The purpose of this letter is to describe the steps that I will take to avoid any actual or
apparent conflict of interest in the event that I am confirmed for the position of Secretary of the
Department of Commerce.
SECTION 1 – GLOBAL RECUSAL REQUIREMENT
As required by 18 U.S.C. § 208(a), I will not participate personally and substantially in
any particular matter in which I know that I have a financial interest directly and predictably
affected by the matter, or in which I know that a person whose interests are imputed to me has a
financial interest directly and predictably affected by the matter, unless I first obtain a written
waiver, pursuant to 18 U.S.C. § 208(b)(1), or qualify for a regulatory exemption, pursuant to
18 U.S.C. § 208(b)(2). I understand that the interests of the following persons are imputed to
me: any spouse or minor child of mine; any general partner of a partnership in which I am a
limited or general partner; any organization in which I serve as officer, director, trustee, general
partner or employee; and any person or organization with which I am negotiating or have an
arrangement concerning prospective employment.
SECTION 2 – POSITIONS AND ASSETS RELATED TO INVESCO
Upon confirmation, I will resign from my position with Invesco Ltd. and its affiliates,
including WL Ross & Co., LLC (collectively, “Invesco”). These resignations include, but are
not limited to, resignation from my position with each of the following affiliated Invesco entities:
1.

Huaneng Invesco WLR Investment Consulting Company Ltd.

2.

Invesco Private Capital Investments, Inc.

3.
4.
5.
6.
7.

Invesco Private Capital, Inc.
Invesco WLR Limited
Invesco WLR Private Equity Investment Management, Ltd.
WL Ross & Co LLC
WL Ross & Co (India) LLC

Prior to assuming the duties of the position of Secretary, I will receive a bonus payment
for calendar year 2016. I will forfeit this payment if I do not receive it before I assume the duties

 Mr. David Maggi
Alternate Designated Agency Ethics Official
Page 2
of the position of Secretary. I hold stock and unvested restricted stock in Invesco, Ltd. I do not
hold stock options. I previously held an interest in a money purchase plan through Invesco, Ltd.,
but the company terminated this plan and fully distributed the balance of my account to me.
Before I assume the duties of the position of Secretary, Invesco, Ltd. will vest my unvested
restricted stock. I will forfeit any restricted stock that is unvested at the time I assume the duties
of the position of Secretary. Invesco will distribute the shares of vested restricted stock (i.e.,
stock) to me within 180 days of its vesting, and I will divest these shares within 30 days of
distribution. I will divest all of my other financial interests in Invesco, except for those interests
specifically identified in Section 10 below as being retained. I will complete the divestiture of
these other financial interests in Invesco within 90 days of my confirmation, except as
specifically provided otherwise in Section 9 (Assets To Be Divested) below and in
Attachment A. With respect to each of these Invesco entities, I will not participate personally and
substantially in any particular matter that to my knowledge has a direct and predictable effect on
the financial interests of the entity or its holdings until I have divested it, unless I first obtain a
written waiver, pursuant to 18 U.S.C. § 208(b)(1), or qualify for a regulatory exemption,
pursuant to 18 U.S.C. § 208(b)(2). For a period of two years after my appointment to the
position of Secretary, I will not participate personally and substantially in any particular matter
in which Invesco, Ltd. or any of its affiliated entities is a party or represents a party. 1
SECTION 3 – POSITION AND ASSETS RELATED TO EXCO RESOURCES
Upon confirmation, I will resign from my position with Exco Resources, Inc. (“Exco”). I
hold stock and unvested restricted stock in Exco, but I do not hold stock options. Exco will not
accelerate the vesting of my unvested restricted stock. I will forfeit any restricted stock that is
unvested at the time I assume the duties of the position of Secretary. Within 90 days of my
confirmation, I will divest all of my direct financial interests in Exco, and within 180 days of my
confirmation, I will divest all of my indirect financial interests in Exco that I hold through
investment entities listed in Attachment A. I will not participate personally and substantially in
any particular matter that to my knowledge has a direct and predictable effect on the financial
interests of Exco until I have divested it, unless I first obtain a written waiver, pursuant to
18 U.S.C. § 208(b)(1), or qualify for a regulatory exemption, pursuant to 18 U.S.C. § 208(b)(2).
For a period of two years after my receipt of this payment, I will not participate personally and
substantially in any particular matter in which Exco is a party or represents a party, unless I first
receive a written waiver pursuant to 5 C.F.R. § 2635.503(c).
SECTION 4 – INCOME FROM ROTHSCHILD & CO.
I have a contractual right to income from the Rothschild & Co. Profit Sharing Plan.
Within 90 days of my confirmation, I will divest my right to this income by irrevocably
assigning the right to a charity. I will not participate personally and substantially in any
particular matter that to my knowledge has a direct and predictable effect on the financial
1

References in this ethics agreement to the divestiture of a fund, limited partnership, or limited liability company
include the divestitures of all assets, holdings, subsidiaries, and subordinate interests of such entities, except as
expressly indicated otherwise in this ethics agreement.

 Mr. David Maggi
Alternate Designated Agency Ethics Official
Page 3
interests of Rothschild & Co. until I have divested my right to this income, unless I first obtain a
written waiver, pursuant to 18 U.S.C. § 208(b)(1), or qualify for a regulatory exemption,
pursuant to 18 U.S.C. § 208(b)(2).
SECTION 5 – RETENTION OF POSITIONS WITH ENTITIES IN WHICH I HAVE A
FINANCIAL INTEREST
I will retain my unpaid positions as managing member of 1116 South Main Street, LLC,
781 Fifth Avenue, LLC, and El Vedado LLC. I am the sole member of each of these entities. The
sole assets of 1116 South Main Street, LLC, and 781 Fifth Avenue, LLC are personal residences.
El Vedado LLC will divest a small interest that it holds in WL Ross Group, LP, and thereafter its
sole asset will be a personal residence. These entities will not acquire new assets during my
appointment as Secretary, except that, if the residences are sold, the proceeds will be reinvested
in cash, cash equivalents, obligations of the United States, or investment funds that qualify for
the exemption at 5 C.F.R. § 2640.201(a). I will not participate personally and substantially in any
particular matter that to my knowledge has a direct and predictable effect on the financial
interests of 1116 South Main Street, LLC, 781 Fifth Avenue, LLC, and El Vedado LLC or their
underlying assets for as long as I own them, unless I first obtain a written waiver, pursuant to
18 U.S.C. § 208(b)(1), or qualify for a regulatory exemption, pursuant to 18 U.S.C. § 208(b)(2).
SECTION 6 – RESIGNATIONS FROM POSITIONS WITH ENTITIES IN WHICH I HAVE
NO FINANCIAL INTERESTS
Upon confirmation, I will resign from my positions with the following entities:
1. American Friends of the René Magritte Museum
2. Blenheim Foundation USA
3. British American Business
4. Brookings Economic Studies Council
5. Brookings Institution
6. Harvard Business School Club of New York
7. Musée des Arts Decoratifs
8. Palm Beach Civic Association
9. Palm Beach Preservation Foundation
10. Palm Beach Retirement Funds
11. The Japan Society, Inc.
12. The Partnership for New York City
I do not hold any financial interest in any of these entities. For a period of one year after my
resignation from each of these entities, I will not participate personally and substantially in any
particular matter involving specific parties in which I know that entity is a party or represents a
party, unless I am first authorized to participate, pursuant to 5 C.F.R. § 2635.502(d).

 Mr. David Maggi
Alternate Designated Agency Ethics Official
Page 4
SECTION 7 – RESIGNATIONS FROM POSITIONS WITH ENTITIES IN WHICH I HAVE
FINANCIAL INTERESTS AND AM RETAINING THOSE INTERESTS
Upon confirmation, I will resign from my positions with the following entities:
1.
2.
3.
4.
5.
6.
7.

The Briarcliff Condominium Apartment Building
DSS Holdings LP (Diamond S Shipping and Diamond S Shipping Group Inc.)
Starboard GP Ltd. (Cayman)
Starboard WLR Associates L.P.
WLR Cardinal Associates Ltd.
WLR Recovery Associates IV DSS AIV GP, Ltd. (Cayman)
WLR Recovery Associates V DSS AIV GP, Ltd. (Cayman)

I hold a financial interest in each of these entities. Accordingly, with regard to each of these
entities, I will not participate personally and substantially in any particular matter that to my
knowledge has a direct and predictable effect on the financial interests of the entity or its
underlying assets for as long as I own it, unless I first obtain a written waiver, pursuant to
18 U.S.C. § 208(b)(1), or qualify for a regulatory exemption, pursuant to 18 U.S.C. § 208(b)(2).
SECTION 8 – RESIGNATIONS FROM POSITIONS WITH ENTITIES IN WHICH I HAVE
FINANCIAL INTERESTS AND AM DIVESTING THOSE INTERESTS
Upon confirmation, I will resign from my positions with the following entities:
1.
2.
3.
4.
5.
6.

Absolute Recovery Capital Partners, LLC
Absolute Recovery Hedge Fund, Ltd.; Absolute Recovery Master Fund Ltd.
ArcelorMittal
Bank of Cyprus
Euro Wagon Ltd. (position with Euro Wagon Ltd., divesting Euro Wagon L.P)
Euro Wagon II Ltd. (position with Euro Wagon II Ltd., divesting Euro Wagon II
L.P)
7. India Asset Recovery Associates LLC
8. India Asset Recovery GP Ltd. (Cayman)
9. India Asset Recovery Fund Limited (Mauritius)
10. Nexeo Solutions, Inc.
11. Ross CG GP LLC
12. Ross Expansion FLP, LP
13. Ross Expansion GP, LLC
14. Sun BanCorp. Inc. (Sun National Bank)
15. WLR China Energy Associates, Ltd.
16. WLR Euro Wagon Management Ltd. (Jersey)
17. WLR IV Loans AIV Feeder (Cayman), Ltd.
18. WLR Master Co-Investment SLP GP, Ltd.
19. WLR Recovery Associates II LLC
20. WL Ross Group (Cayman) Ltd.

 Mr. David Maggi
Alternate Designated Agency Ethics Official
Page 5
21. WLR-SC Financing Conduit LLC
22. WLR Select Associates DSS GP, Ltd.
I hold a financial interest in each of these entities. Following my confirmation, I will divest my
financial interest in each of these entities as set forth in Section 9 (Assets To Be Divested) below
and in Attachment A. With regard to each of these entities, I will not participate personally and
substantially in any particular matter that to my knowledge has a direct and predictable effect on
the financial interests of the entity until I have divested it, unless I first obtain a written waiver,
pursuant to 18 U.S.C. § 208(b)(1), or qualify for a regulatory exemption, pursuant to 18 U.S.C.
§ 208(b)(2). For a period of one year after my resignation from each of these entities, I also will
not participate personally and substantially in any particular matter involving specific parties in
which I know that entity is a party or represents a party, unless I am first authorized to
participate, pursuant to 5 C.F.R. § 2635.502(d).
SECTION 9 – ADDITIONAL ASSETS TO BE DIVESTED
I will divest all of my financial interests in the entities identified in Attachment A. With
regard to each of the entities identified in Attachment A, I will not participate personally and
substantially in any particular matter that to my knowledge has a direct and predictable effect on
the financial interests of the entity until I have divested it, unless I first obtain a written waiver,
pursuant to 18 U.S.C. § 208(b)(1), or qualify for a regulatory exemption, pursuant to 18 U.S.C.
§ 208(b)(2).
Attachment A specifies the timeframes for divesting these assets, specifically providing
for the divestiture of some assets to occur within 90 days and for the divestiture of other assets to
occur within 180 days. The reason for extending the timeframe to 180 days for certain assets is
that these assets are illiquid and it may take longer to divest them. I am, however, committed to
divesting all of these assets as promptly as is reasonably practicable, and I may not need the
entire 180-day period to complete all divestitures. As to the assets subject to the 180-day
deadline, you have advised me that you may be willing to consider a brief extension of up to
60 days for a subset of these assets, provided that I demonstrate that I have made substantial
progress toward completing the divestiture of all of these assets by the end of the 180-day time
period.
SECTION 10 – ASSETS TO BE RETAINED
I will retain my financial interests in the following entities:
1.
2.
3.
4.
5.
6.
7.

Starboard GP Ltd.
Starboard WLR Associates, L.P.
WLR IMRF II Associates LLC
WLR/IVZ Mortgage Recovery Associates LLC
WLR Mezzanine Associates LLC
WLR Recovery Associates IV DSS AIV, L.P.
WLR Recovery Associates IV DSS AIV GP, Ltd.

 Mr. David Maggi
Alternate Designated Agency Ethics Official
Page 6
8. WLR Recovery Associates V DSS AIV, L.P.
9. WLR Recovery Associates V DSS AIV GP, Ltd.
With regard to each of these entities, I will not participate personally and substantially in any
particular matter that to my knowledge has a direct and predictable effect on the financial
interests of the entity, unless I first obtain a written waiver, pursuant to 18 U.S.C. § 208(b)(1), or
qualify for a regulatory exemption, pursuant to 18 U.S.C. § 208(b)(2).
The holdings of these entities are limited to the following sectors: (1) real estate financing
and mortgage lending, and (2) transoceanic shipping. The following entities are no longer
acquiring new assets, and they will not acquire any new assets during my appointment to my
position as Secretary: WLR/IVZ Mortgage Recovery Associates LLC; WLR Mezzanine
Associates LLC; WLR Recovery Associates IV DSS AIV, L.P.; WLR Recovery Associates IV
DSS AIV GP, Ltd.; WLR Recovery Associates V DSS AIV, L.P.; and WLR Recovery
Associates V DSS AIV GP, Ltd. The following entities are not fully invested, but are
contractually limited to investing in the same sector in which they already are investing:
Starboard GP Ltd.; Starboard WLR Associates, L.P.; and WLR IMRF II Associates LLC. My
retained interests in these three entities will be solely as a passive investor, without prior
knowledge of or influence over investment decisions made by the funds’ managers.
As the senior ethics official for the Department of Commerce, you have advised me that
it is not necessary at this time for me to divest the entities identified in this section, inasmuch as
the likelihood that I will need to participate in any particular matter affecting these entities is
remote. However, I will remain vigilant in identifying any particular matters affecting the
interests of these entities and their holdings, including both particular matters involving specific
parties and particular matters of general applicability. You have explained that particular matters
of general applicability are much broader than particular matters involving specific parties
because they include every matter that is focused on the interests of a discrete and identifiable
class of persons, such as an industry.
SECTION 11 – ETHICS IN GOVERNMENT ACT RESTRICTION
Upon confirmation, I will not permit my name to be used by any firm, partnership,
association, corporation, or other entity that provides professional services involving a fiduciary
relationship, pursuant to 5 U.S.C. app. § 502(a)(2). Invesco previously acquired all rights to the
name “WL Ross & Co.” I made a good faith request to Invesco that the following entities
discontinue using my name if I am confirmed: W.L. Ross & Co., LLC and WL Ross & Co.
(India) LLC. In connection with this request, I specifically advised them that you have indicated
the use of initials would be acceptable in place of “Ross.”

 Mr. David Maggi
Alternate Designated Agency Ethics Of?cial
Page 7

SECTION 12 ADDITIONAL ACTIONS, ETHICS BRIEFING

Following con?rmation and before I assume the duties of the position of Secretary, In?ll
provide you with a listofevcryasnet that I acquired subsequent to lilingmy nominee ?nancial
disclosure rqrort. I will abide by your decision regarding the divestiture or retention of these
assets and, ifyou direct the divestiture of any asset, I will accomplish the divestiture within 90
days of my con?rmation. If any of the assets speci?cally identi?ed in Section 10 as being
retained acquire new assets, I understand that you will not require diveslimre unless you make a
dctermina?onthat inasector olhorthanthetwo sectors
identi?cdinSection 10 andthotremsal isinndviSablo. lwillmeetinpersonwithyou duringthe
?rst week of my service in the position of Secretary in order to complete the inilial ethics
brie?ng required under 5 GER. 2638305.

You have explained that, pursuant to 26 U513. lwill not be eligible for
a Certi?cate of Divostiture for any asset being divested by an investment vehicle, such as a
corporation, 1 limited liability company, a limited partnership, or other types of legl entities.
You have also explained that, pursuant to 5 GER. I will not be elig?ble for a
Certi?cate ofDivcstituro forenyofthese asset's that I am
retaining. However. I understand that I may be eligible to request a Certi?cate of Diveoiture for
qualifying assets and that Certi?mte ol' Divestittrre is effeaive only it" obtained prior to
divestinrre. Regardless of whether I receive a Certi?cate of Divestitnre, I will ensure that all
divestitures dismissed in thisagreemcmacmrwithin the agreed and that all
proceeds are intrested in as de?ned 5 5 2634.1m3.

Inrespect ofarlyinterestorasstet thallwill divestasrarovidedin 
authorized to participate in my personal capacity in tho divestiture process to the extent
necessary to comply with contractual orlegnl requirernents necessary to facilitate mach
divestiture. subject to any applicable ethics restrictions in con?ict of interest laws and
government ethics regulations. Among other such restrictions, I that, as Secretary,

compensation under 5 GER. 55 26363054636306.

SECTION 13 - PUBLIC POSTWG OF AQREEMENT

I have been advised that this ethics agreement will be posted pthlioly, musistent with
5 USE. 5 552. on the Website of the US. Of?ce of Government Ethics with ethics agreements
of other Presidential nominees who ?le public ?nancial disclomoe reports.

Sincerely,

Wilbur 1.. Ross

Mr. David Maggi

Alternate Designated Agency Ethics Official

Page 8

ATTACHMENT A ADDITIONAL ASSETS TO BE DIVESTED

I. The following entities will be divested within days of con?rmationAir Lease Corporation

Amphenol Corp CL A

Aperam NY Reg Shares

Apple Inc.

Arcelor Mittal SA

Atara Biotherapeutics Inc Com

Bank of Cyprus

BankUnited, Inc.

Bear Stearns Co. Inc. 6.4% Oct 2, 2017
Bear Stearns Co. Inc. 7 U496 Feb I, 2018
Boeing Co.

CDW Corp Com USDODI

Chevron Corp New Com

Citigroup Inc Bond Perpetual 6.25000%

. CME Group Inc.
16.

18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.

FireEyc Inc.

HSBC PLC PERP SUB CAP SECS
Intercontinental Exchange, Inc.

Invesco Core Plus Fixed Income Fund

Invesco Private Capital Investments, Inc.

Invesco Private Capital, Inc.

Invesco WLR Limited

Invesco WLR Private Equity Investment Management, Ltd.
Merck Co. Inc New Com

Moody? Corp.

MSCI Inc Com

Neustar Inc CL A

chen Financial Corporation

In?ation Protected Bond Index Fund

U.S. Bond Index Non-Lending Series Fund Class 
Sun Bancorp, Inc. (Sun National Bank)

SVB i111 Group

Verisk Analytics Inc.

Wells Fargo Co New Dep SHS REPSTG

Wex Inc.

WL Ross Co (India) LLC

WL Ross Co LLC

XTO Energy Corp Ell/2% Dec 15, 2018

XTO Energy Inc. SR NTS 6.500% Matures 12115118

40. Zoetis Inc.

Mr. David Maggi

Alternate Designated Agency Ethics Of?cial

Page 9

H. The following entities will be divested within 180 days of con?rmation:



8 Partners VC Fund I, L.P.

SVC Angel Fund 1, LP.

Absolute Recovery Capital Partners LLC

Absolute Recovery Hedge Fund, Ltd.; Absolute Recovery Master Fund
Ltd.

Euro Wagon II L.P.

Euro Wagon LP.

FormationB Partners Entrepreneur Fund II

FormationB Partners Fund I

India Asset Recovery Associates LLC

. India Asset Recovery Fund Limited (Mauritius)

. India Asset Recovery GP Ltd. (Cayman)

. Nexeo Solutions, Inc.

. Ross CG GP LLC

. Ross Expansion FLP, LP

. Ross Expansion GP LLC

. Ross FOF LLC

. WL Ross GP LLC

. WL Ross Group LP

. WL Ross Sponsor LLC

. WLR China Energy Associates, Ltd.

. WLR Conduit MM LLC

. WLR Euro Wagon Management Ltd. (Jersey)

. WLR IV Loans AIV Feeder (Cayman), Ltd.

. WLR Master Ctr-Investment GP, LLC

. WLR Master Co?Investment SLP Associates LP (Cayman)
- WLR Master Co?Investment SLP GP, LTD (Cayman)
. WLR Master (Io-Investment SLP, LLC

. WLR Nanotechnology GP LLC

. WLR Nanotechnology LP LLC

. WLR Recovery Associates ll, LLC

. WLR Recovery Associates LLC

. WLR Recovery Associates IV LLC

. WLR Recovery Associates LLC

. WLR Recovery Associates LLC

. WLR Ross Group (Cayman) Ltd.

. WLR Select Associates DSS GP, Ltd.

. WLR Select Associates DSS, LP.

38.

WLR Select Associates LLC

39. WLR-SC Financing Conduit LLC

40.

YG Partners Fund, LP

January 31, 2017

Mr. David Maggi

Alternate Designated Agency Ethics Of?cial
US. Department of Commerce

MOI Constitution Avenue, NW.
Washington, DC. 20230

Dear Mr. Maggi:

The purpose of this letter is to supplement my ethics agreement signed on January 15,
2017. The following information supplements my ethics agreement:

I understand that as an appointee I will be required to sign the Ethics Pledge required
under the Executive Order dated January 23, 2017 (?Ethics Commitments by Executive Branch
Appointees?) and that I will be bound by the requirements and restrictions therein in addition to
the commitments I made in the ethics agreement I signed on Januar)r IS, 2017.

I have been advised that this supplement to my ethics agreement will be posted publicly,
consistent with 5 U.S.C. 552, on the website of the U.S. Of?ce of Government Ethics with
ethics agreements of other Presidential nominees who file public ?nancial disclosure reports.

Sincerely,

Wilbur L. Ross